butterflies and bees
by frogron
Summary: in which gajeel learns not to judge a book by its cover (boxing au)


**butterflies and bees**

 **summary;** in which gajeel learns not to judge a book by its cover (boxing au)

The first time he sees her, she's standing over a man, panting breathlessly, with thick trails of sweat dripping off every limb and even the tip of her nose. Her short blue hair is splayed messily around her face, giving the impression of an oddly coloured birds nest, and she's grinning triumphantly.

The man beneath her groans suddenly, and he's surprised to hear her laugh, clapping her gloved fists together as she mumbles something he can't quite catch from his position near the entrance. Whatever it is, he's pretty sure it's funny, for the small crowd gathered around the ring laughs loudly. He watches her run a hand through her sweat drenched hair, mumbling something else before she winks at the man (still splayed out on the ground beneath her), and ducks under the ropes. She grabs a towel from from the side of the ring and wraps it around her neck as she goes, barely glancing behind her to watch as someone else helps the man to his feet.

"You made it!"

Gajeel reluctantly drags his gaze away from her retreating form, his curious frown morphing into a friendly smirk as Lily approaches, grinning from ear to ear.

"I was worried you'd forgotten where it was and wouldn't be able to find it."

Lily easily captures him in one of his trademark bear hugs and, for once, Gajeel doesn't mind returning the gesture. He wraps his arms around his old friend and claps him twice on the back. Pulling away, he realises that Lily's neatly trimmed beard is speckled with grey and he wonders if he's _really_ been gone that long.

"Four years," Lily laughs, as they pull away and, not for the first time, Gajeel wonders if the man can actually read his mind, "I hope you've still been getting practice in? I can't promise I'll go easy on you once we get at it."

Gajeel smirks as they cross the gym and begin making their way towards the locker rooms, "don't need practice to put you in your place. You're as predictable as the sun."

 _It feels good,_ Gajeel realises as Lily snorts and offers up a quick-witted retort, it feels _good_ to be back home. He's been good for a while, studying in a different country for a degree that seemed to stretch for years. While he's never been the nostalgic type, he's not afraid to admit that he's missed spending his free time holed up inside Lily's small boxing gym, sparring with friends and strangers.

"Come on," Lily holds open the door to the men's locker room, "get changed and then we'll see how rusty you've gotten."

"Alright, alright," he grumbles, putting on an air of annoyance he knows Lily can see through like glass, "gimme five minutes."

Lily nods and Gajeel steps into the room, only half-hesitating to watch as a head of bright blue hair emerges from another door, before quickly disappearing down the side of the ring.

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.

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How does the old saying go? _'Float like a butterfly, sting like a bee'_?

He decides, as he watches her dodge jab after jab, that the old phrase, plastered on more than one faded old poster in the gym, fits her _perfectly_.

It takes him approximately nine visits to the gym to work up the courage to 'nonchalantly' ask about the small blue haired woman who seems to come over just as often as he.

"Don't judge a book by its cover," Lily tells him sagely, "sure, she's small, but she's light on her feet and packs a punch. And the kick of hers?" he whistles in awe, "you don't want to be on the receiving end of one of those."

Every instinct is telling him that Lily might be exaggerating a _tiny_ bit. Surely someone that small and slight can't be that formidable in the ring? She's tiny, probably only a couple of inches over 5 foot, and slim, and he finds himself thinking that he could probably lift her up with just one arm. But then he remembers his first visit to the gym and the groaning man who lay by her feet. He knows what she's capable of.

He finds himself watching her in appreciation as she sidesteps to the left suddenly, narrowly missing a blow to the face from her sparring partner. She lunges forwards, landing several jabs in quick succession before she leaps backwards, twisting her body sideways slightly to sweep her leg around and knock her partner off their feet. Her foot connects and her blonde haired partner lets out a small shriek as she hits the ground, before Lily blows his whistle to signal the end of their fight.

Levy - he learns her name only after Lily offers her a warm "well done" before he beings to critique their match - grins, before leaning forwards to help her friend up. She's _good_ , he thinks to himself as he watches her grab a towel to run it through her now damp hair, _really_ good. She's light on her feet, extremely attentive, and refuses to waste a movement. It's rare her blows don't come into contact with her partner.

He finds himself wondering who taught her, and how'd she fare in the ring with him.

.

.

.

"You've been watching Levy a lot lately."

He frowns, rolling his shoulders as he prepares to begin his sparring match with Lily, "come again?"

"Levy," Lily says, tying the ribbon around his gloves, "you've been watching her."

Gajeel shrugs, "she's good."

Lily's lips twitch, but he says no more, instead he puts his fists up and nods. Someone watching by the side of the ring counts them in, and they're at it. Lily is fast, and light on his feet, and knows which way to turn and twist to goad Gajeel into losing his temper in annoyance. And that stupid grin doesn't help much either.

They're at it for the better part of an hour. At some point, Gajeel sheds his shirt, grimacing as he notices the random patches of black and blue beginning to form on his chest and upper arms. Lily never takes it easy. Despite the dull, barely there, throbbing pain on his chest, he can't help but grin as he ducks and parry's Lily's punches. He lands a few blows and taunts as Lily reels backwards, wiping away some blood that has begun to trickle down his jaw.

He's doing well and _might_ actually beat his friend this time. Lily's punches are becoming sluggish, and Gajeel notices the way he trips slightly over his feet. He grins, and pulls his arm back, ready to land the final blow.

And then he hears her.

She's leaning against the ropes, with two friends he knows are called Jet and Droy, watching their fight intently. For a second - he swears it's a _brief_ second - he allows his concentration to lapse and he glances at her. She's grins at him, and he can't help but think: _she's got a great smile_. He barely has the chance to offer up a crooked smile of his own before Lily's gloved fist collides with his face and he drops to the floor clutching his nose.

"The _fuck_ Lil?"

"Pay attention!"

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The next time he sees her after the disastrous sparring session with Lily, she's being hit on.

He's tidying up some equipment and she's warming down in the ring, having just finished a session with Droy.

"Come _on_ blue."

"I have a name."

Gajeel has to bite back a snort of laughter, he doesn't need to look up, he can practically _hear_ the way she rolls her eyes.

The man on the other hand either doesn't notice or doesn't care, because he continues on, "come on, let me buy you dinner."

"I'm kind of exercising here."

Gajeel doesn't miss the irritated twinge in her tone, but apparently the man does and Gajeel can't help but wonder how _anyone_ could be that dense. Wasn't it obvious she wasn't interested?

"How 'bout this? Spar with me, I win, I take you out and we have a beautiful evening together."

 _Gajeel_ rolls his eyes this time, and fervently prays that he's never sounded so pathetic trying to flirt with a girl. The thought is enough to make him sick.

"And if you win," the man continues, the tone of his voice making it explicitly clear how likely he thinks that will be, "if you win, I won't bother you again."

There's a brief pause and for a second, Gajeel wonders if she's _actually_ considering his proposal. Then, he hears the light creak of the ropes being tugged down a little, and he glances up. She's leaning against them, chin resting on a gloved palm, a look between pity and annoyance etched onto her face.

"I'm not a prize for you to win, you know," she says slowly.

He doesn't bother to stifle his snort of laughter this time, and he has to quickly bow his head and cough in an attempt to cover it up.

If he doesn't duck his head, he would notice the way her gaze flickers to him for a moment, her lips quirking just a little.

"But," she continues, "if it's the only way you'll get off my back and let me exercise in peace, let's go."

The man laughs excitedly and Gajeel looks up again just in time to watch him scramble into the boxing ring, adjusting his gloves as he goes. Gajeel realises, that the man is less of a man and more of a boy. Seventeen, eighteen...nineteen tops.

"Kids not gonna last five minutes," he mutters, stepping forwards to lean against the ropes.

Once his gloves are on and he gives Levy a nod, they start.

She toys with him. Slowing down her movements just enough so he's able to land a light blow every now and then. Not that they do much damage in the first place. His movements are sloppy and predictable and he always leaves himself open. It's frustrating to watch.

The boy swings for her left shoulder and she easily shifts to the right, swinging her arm forwards to catch him in the stomach as he leans in. He's too slow to dodge and grunts in pain as her fist makes contact with his stomach. He recoils backwards a few steps, his eyes narrowing a little.

To Gajeel's surprise, she giggles and spits her tongue out at the boy and Gajeel has to fight back the urge to cheer her on.

The boy lunges forwards, growling slightly. She sighs, and Gajeel knows this is nothing but a game for her. She swings her foot out, kicking him squarely in the chest, her lips twitching as he hisses in pain and hits the floor.

Gajeel is suddenly reminded of the first time he saw her, grinning as she stood over a groaning guy in the ring. He can't help but wonder if things like this are a regular occurrence in the gym. What ever happened to gym etiquette?

" _Sorry,_ " she says in a sing-song tone, wiping her sweaty forehead with the back of her gloves, "guess our 'beautiful evening together' is cancelled!"

She turns around, ready to exit the ring and meets his gaze. Gajeel feels the sudden heat rise to his cheeks as he realises he's been caught staring. He expects her to dismiss him, maybe roll her eyes at the thought of being shamelessly ogled by another jerk in the gym.

Instead, her lips split into a small grin and she _winks_ at him before hopping underneath the ropes.

"Enjoy the show?" she calls, as she makes her way to the locker room.

.

.

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The first time he sees her outside of the gym, he's surprised. He's used to seeing her drenched in sweat, wearing shorts and a sports bra - possibly kicking the ass of whoever is foolish enough to challenge her to an actual spar.

It's a Saturday and he bumps into her in a supermarket. She's wearing an oversized t-shirt, some sandals, and has a pair of _ridiculously_ cheesy sunglasses wedged into her hair, apparently replacing her usual headband for the day. She's standing by the soft drink aisle, a basket packed full of strawberries, cakes and premade sandwiches swinging by her side. For a moment of two, he considers turning away and ducking out of sight to avoid an awkward conversation. But then he remembers the main reason he dragged himself out of bed at the crack of dawn (9am) on a Saturday, is because he's fresh out of juice and he really doesn't trust the water that trickles from the tap in his kitchen.

Swallowing his nerves, (why the hell is he nervous? He isn't sure.) he marches down the aisle and awkwardly stops next to her. He offers her his crooked smile when she glances up at him and for one _horrifying_ moment, he thinks she's going to ignore him and stalk away. But then her lips split into a bright grin he's _sure_ he's done nothing to deserve.

"Gajeel!"

That throws him a little. They've never _actually_ spoken at the gym, but he supposes they're both there often enough, it's not entirely surprising that she knows his name.

"Hey," he says slowly, trying to _casually_ reach into the fridge to grab a carton or two of orange juice, "I didn't know this was your local."

As conversation starters go, he knows it's not his best, especially when he considers that it's their _first_ conversation _ever_. But he can't think of anything else to say. So he settles for that and hopes she doesn't think he's too pathetic.

"It's not," she says brightly, chucking a bottle of pink lemonade into her basket, "my friend Lucy - you know Lucy right?"

"Ah, the blonde?"

They're walking towards the till now. He vaguely recognises that he hasn't _technically_ finished his shopping (he also _really_ needs some toilet paper), but he follows her anyway, finding she becomes quite animated when she gets to talking.

"Mm, yep, that's Lucy! I slept over at hers last night and she lives a couple roads down from here. Do you live near?"

"Yeah, just round the corner actually."

She hums in response and the conversation lulls. They're standing in the line now, waiting for the cashier to call them forwards, and he's acutely aware of how awkward this must be.

"So," he clears his throat, "what's with the picnic food?" he nods towards her basket.

"Have you _seen_ the weather, Gajeel?" she laughs, "you've gotta make the most of days like this. So yes, we're having a picnic."

He frowns. They live in a city and there's not even a square foot of grassland for _miles_. It's quite depressing actually.

She laughs again, apparently correctly deciphering his look of confusion, "Lucy lives in that high rise apartment block - the new one, you know?" she waits for him to nod before continuing, "we're having a picnic on her roof."

The cashier calls her over and she quickly dumps the content of her basket on the conveyer belt, "you should come!"

"Oh, I don't think-"

"It's mostly people from the gym who'll be there," she says, seemingly not hearing his feeble protest, "so, yeah, come if you want."

The cashier finishes ringing up her products and she turns to him and waves, "so...maybe see you this afternoon?"

"Yeah, maybe."

.

.

.

He doesn't show up.

Not because he's shy or nervous, because he is _Gajeel Redfox_ , and Gajeel Redfox doesn't get shy or nervous.

Except, that's a big fat lie.

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.

The next time he sees her, it's back at the gym and she's talking and laughing with two women with silver hair he vaguely recognises as the siblings of Elfman - the only person who probably spends more time in the gym than _him_.

He intends to scurry past her, still feeling a little embarrassed at effectively ignoring her invitation, but she glances up just as he's next to her.

"Hey Gajeel."

"Hey."

"You didn't come over on Saturday!" her eyes are narrowed, but her lips are twitching a little and he knows she's not _really_ annoyed. Still, he feels guilty.

"Yeah, I had...stuff to do."

He's lying. He spent the day in his boxers, sitting on his couch watching The Office on Netflix, with the AC blaring.

"Stuff?"

"Mmhm."

"Oh," she shrugs, grin faltering just a little, "maybe next time then?"

"Yeah."

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He doesn't show up the next time.

Or the next.

 _Or_ the next.

Or the next four times.

After that, she stops inviting him.

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.

He isn't entirely sure when he realises he's got feelings for her. He suspects it happens sometime between the third and fifth time she invites him to hang out.

He's spent the better part of six months admiring her in the gym. He's now certain she's probably one of the most proficient members; only come second to maybe Lily and Erza. He isn't even entirely sure he'd be able to beat her in a real fight.

He's spent the better part of six months grinning whenever he hears her laugh.

He's spent the better part of six months eagerly seeking her out when she enters the gym, and waving when they catch each other's gaze.

He's spent the better part of six months looking forward to their five minute conversations they have a couple times a week.

Their conversations seem to stop near the end of the six months. He works out that they stop around the same time she stops inviting him to places.

He's not stupid. Romantically stunted and unsure of how to accurately express his feelings? Sure - he's willing to admit to that. But he's not stupid. Not by a long shot.

He's offended her.

As if he doesn't know this himself, Lily casually repeats it one day during a sparring session. He doesn't say it so bluntly, he's Lily after all, but the implication is there.

"You should try harder with people," he says as they're catching their breath, "you don't need to box yourself off from everyone."

"I _don't_ box myself off," he grunts, purposely avoiding eye contact with the man.

Lily laughs, "Gajeel, you're the poster child for not letting people in."

Gajeel opens his mouth to disagree, but he wisely closes it. He doesn't have many friends, not that this bothers him, but he has to concede that most of his 'friends' are family members. Lily is probably the only exception, and he's known Lily for so long, Lily might as well be family.

"And besides," Lily continues, "if you keep pushing people away, they'll get the wrong message."

"Alright, alright," Gajeel rolls his eyes, "you've made your point."

Lily grins as they get back into position to spar again, "excellent!"

.

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.

The day Gajeel finally gets his act together, she's beating the shit out of a punching bag.

It's late and there's nobody else in the gym apart from him and Lily, and the latter is in the back room sorting out finances.

He hesitates for a moment, watching as she lands blow after blow, barely stopping for a breather.

He shuffles forwards and leans against the wall, watching as she delivers a particularly powerful right hook, sending the punching bag sliding backwards a few centimetres across the floor.

"You ok?"

He regrets his question almost immediately.

The sudden noise catches her off guard and she spins around in shock, losing her footing. He winces as she hits the floor, hissing out a pained, "god _damn it_ " as her elbow slams into the ground.

"Shit," he bends down and offers her a hand to help her up, "sorry, didn't mean to startle you."

"S'ok," she twists her elbow awkwardly, trying to get a peek at the fresh graze, "wasn't really paying attention anyway."

He glances at the punching bag, it's still swaying slowly, still moving from the momentum of her earlier punches. Turning back to her, he realises something is wrong. Her eyes are bloodshot, her hair's a mess, and she's been biting her bottom lip so much, she's drawn blood. She looks terrible, he thinks, only to get a soft punch in the stomach.

"Ever heard of tact, Gajeel?" she says, "when you see a girl close to tears, maybe don't lead with 'you look like terrible'".

The use of his name catches him off guard and he manages to stammer out an apology for voicing his thoughts aloud. They haven't spoken for almost a month now and he's honestly forgotten what his name sounds like on her tongue.

"Bad day?" he asks when he finally finds his voice. It's a bit of a redundant question really. He can tell by the look in her eyes that she's had an _awful_ day.

She nods, "my boss is a prick."

He laughs, understanding only too well how good it felt to unwind at the gym after a stressful day at work.

"Get it all out?" he asks, nodding to the punching bag.

She grins and shakes her head, "not even close."

"Wanna fight?" the question falls from his lips before he's even registered it in his mind. He's prepared to take it back, the spluttering "my bad" already on the tip of his tongue when her lips spread into a bright grin and she half laughs, half sings, "I thought you'd never ask" as she makes her way to the ring.

He's left standing, staring at the punching bag for a few seconds in disbelief before she calls, "you coming?" and he's chasing after her, trying not to trip over his own feet.

He dons a pair of gloves and they bump fists before she darts backwards, fists blocking her face. He's watched her enough times to know her technique. She's a watcher. She holds back, preferring to let her opponent get in a few hits before she strikes. So he's surprised when she suddenly lunges forwards, grunting slightly as she lands not one, not two, but _three_ jabs to his upper chest, forcing him to crouch a little and swivel to the left.

"Shitty boss, remember" she reminds him with a smirk, apparently accurately deciphering the look of shock on his face, " _lot'a_ pent up stress in here."

He laughs as they circle each other, both of them looking for an opening to strike.

"Where do you work?" he asks. It's easy to talk to her in the ring, he realises. Out of the ring he's left tongue tied and second guesses himself too much. In the ring, it's like all the awkwardness from the last month has evaporated and they're just two friends. He grunts as she swings for his left, and he just about manages to dodge out of the way so her fist just clips his shoulder.

"Publishing company in the city," she grunts each syllable out as she punches him, "I'm a proofreader."

He nods, it's a fitting job role he decides. He can imagine her sitting hunched up over her desk, a stack of novels piled high next to her.

He hisses as her foot catches his midriff, sending him reeling backwards just a little, "where'd you learn?" he manages to grunt as he darts forwards and swipes at her shoulders, smirking as she stumbles a little against the ropes.

She grins as she steps to the side, and he can't help but marvel at her footwork, wondering how someone could be so light on their feet.

"My dad taught me," she says, a wry smile tugging at her lips, "I'm going to sound like a _horrible_ cliché, but I have four brothers. _All_ older," she adds, easily dodging his right hook, "I was also a really excitable kid, so boxing was always a good way to get me to unleash all my energy in a safe environment," she stumbles suddenly, only just missing a quick jab to the stomach, "Lily's been helping me polish up my skills ever since I moved here a few years back. What about you?"

He doesn't answer straight away.

Actually, he _can't_ answer straight away. Because she suddenly lunges forwards, arms swinging out a lightning speed, and he has to exert all of his energy on dodging her blows. Once she falls back, spitting her tongue out at him, he finally answers.

"Dad taught me," he says, watching her carefully for an opening, "met Lily when I was about 12, and I've been coming here ever since."

"You fight like him," she says with a grin, "though you're a lot sloppier."

He laughs at that. Lily is always reprimanding him about his apparent sloppiness, though Gajeel can't be bothered to care. He likes to call it his own personal style. Lily calls it being lazy.

Though maybe Lily has a point, because she suddenly darts forwards again and even though Gajeel can _see_ her movements are getting sloppy, he doesn't manage to dodge her. Her right fist collides with his chest and he stumbles backwards. For a moment, he thinks that's it, but she grins almost predatorily and before he can do anything to stop it, she sweeps her left leg out and _literally_ knocks him off his feet.

He barely has the chance to yell out before he hits the ground, landing squarely on his ass.

Grumbling, he pulls himself up into a seated position and leans against the ropes, trying to desperately ignore her giggles.

"Good fight, Gajeel," she laughs as she drops to floor next to him and shoots him her trademark grin, "I _really_ needed that."

"Anytime," he offers her up his crooked grin, and they bump gloved fists. He means it as well. Despite losing, that's probably the best fight he's had in weeks and he's eager to have more with her.

"Ah," she raises an eyebrow, "I may just take you up on that. Especially since social situations are apparently out of the question."

He flushes slightly and clears his throat, "about that…"

She cuts him off almost immediately, "it's fine. I was kidding."

She moves to stand up and Gajeel feels a burst of frustration pulse through him. As if he's working on autopilot, he swipes his arm out to stop her from moving away and turns to her.

"Would you…" he swallows and licks his lips and forces himself to keep his gaze fixated on hers, "would you like to get a drink?"

She raises an eyebrow, "a drink? Like...at the water cooler?"

She teasing him and he laughs and shakes his head, "no, like at that bar across the road?"

She doesn't answer right away, and for a moment he's _genuinely_ worried that he's missed his chance and she's going to decline. But her lips eventually curl upwards into a shy grin and she nods.

"I thought you'd never ask."

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 **A/N:** This was born after I watched a video of a girl kicking the ass of a guy twice as tall as her in a boxing match and I could not get the idea of Levy doing it out of my mind. And I'm always a slut for shy and unsure Gajeel!

pls review!


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